Form 4: ZipRecruiter CTO Exercises Restricted Stock Units, Increases Direct Ownership Under 10b5-1 Plan

ZipRecruiter's EVP and Chief Technology Officer, Boris F. Shimanovsky, exercised multiple tranches of Restricted Stock Units on June 15, 2025, increasing his direct beneficial ownership of Class A Common Stock while also disposing of shares to cover tax liabilities, all pursuant to a pre-scheduled 10b5-1 plan.

Summary

• Boris F. Shimanovsky, EVP and Chief Technology Officer of ZipRecruiter, Inc. (ZIP), reported multiple transactions on June 15, 2025, which were conducted under a Rule 10b5-1(c) plan.
• He acquired a total of 45,041 shares of Class A Common Stock through the exercise of Restricted Stock Units (RSUs) at an exercise price of $0.
• Concurrently, he disposed of 15,578 shares of Class A Common Stock at a price of $5.23 per share to satisfy federal and state tax withholding obligations resulting from the RSU vesting.
• Following these transactions, Mr. Shimanovsky's direct beneficial ownership of Class A Common Stock increased to 328,695 shares.
• He continues to hold a significant number of unvested Restricted Stock Units, totaling 447,362 units, which are scheduled to vest quarterly through various dates up to March 15, 2025, subject to his continued service to the Issuer.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive, as it indicates an executive's continued equity ownership and commitment through RSU vesting, which is a routine compensation event. The disposition of shares is solely for tax purposes, not a discretionary sale, and the transaction was pre-scheduled under a 10b5-1 plan.

Positives

• The EVP and CTO, Boris F. Shimanovsky, increased his direct beneficial ownership of Class A Common Stock to 328,695 shares, indicating continued alignment with shareholder interests.
• The exercise of RSUs at a $0 price represents a conversion of previously granted equity compensation into direct stock ownership.
• The continued holding of 447,362 unvested Restricted Stock Units demonstrates ongoing commitment to the company and future equity incentives.
• The transactions were executed under a Rule 10b5-1 plan, indicating they were pre-scheduled and not based on recent insider information.

Negatives

• A portion of the vested shares (15,578 shares) was disposed of to cover tax liabilities, which is a common practice but reduces the immediate increase in direct ownership.

Future Outlook

The document primarily details past and current equity transactions and does not provide specific forward-looking statements or guidance regarding the company's financial performance or strategic direction, beyond the scheduled future vesting of RSUs.

Industry Context

This Form 4 filing reflects routine executive equity compensation activities within the technology and online recruitment industry. The vesting and exercise of Restricted Stock Units are standard practices for retaining and incentivizing key executives in publicly traded companies, aligning their interests with long-term shareholder value.

Comparison to Industry Standards

• The RSU vesting and subsequent tax withholding are standard practices for executive compensation in the U.S. tech industry, comparable to how companies like LinkedIn (now Microsoft), Indeed (Recruit Holdings), or other publicly traded software and internet services companies manage their equity incentive programs for senior leadership.
• The specific number of shares and vesting schedules are unique to ZipRecruiter's compensation structure for its Chief Technology Officer, but the mechanism is consistent with global benchmarks for executive equity awards.

Stakeholder Impact

• **Shareholders**: The increase in direct beneficial ownership by a key executive aligns management's interests with shareholders, potentially signaling confidence in the company's future. The disposition for tax purposes is a routine event and not a sale for personal gain.
• **Employees**: The RSU vesting demonstrates the company's commitment to its equity compensation programs, which can be a positive signal for employee retention and motivation, particularly for those with similar equity awards.

Next Steps

• Continued quarterly vesting of remaining Restricted Stock Units for Boris F. Shimanovsky, subject to his continued service to the Issuer.

Key Dates

Recommendation

Keywords

ZipRecruiter, ZIP, SEC Form 4, Insider Transaction, Stock Ownership, Restricted Stock Units, RSU Vesting, Executive Compensation, Boris F. Shimanovsky, Chief Technology Officer, CTO, Equity Incentive Plan, 10b5-1 Plan